Bug doesn't necessarily represent director William Friedkin's very best work (The Exorcist, The French Connection) but it is provocative and lovingly odd enough to keep it from being mentioned in the same breath as The Guardian and Jade. What's most unusual about this play adaptation is that most who see it, will undoubtedly see something entirely different. Some will look at it as a horror film, others will look at it as a psychological thriller and many will simply view it as high camp. While it is all of these things, it's, at it's disturbing core, a love story.

In Bug, Ashley Judd is Agnes White, a mess of a women who spends her current days in a seedy Oklahoma hotel horrified at the thought that her abusive ex-lover (played by a wonderfully villainous Harry Connick Jr.) is about to be released from prison. Michael Shannon is Peter Evans, a mess of a man whose troublesome military history follow him wherever he goes. When Agnes and Peter meet, there's an immediate mess of a connection.

After a brief courtship, these battered and abused souls become convinced that they have a bug infestation in their hotel room. This infestation leads them to increasingly erratic behavior. The question is, do these flesh biting bugs actually exist, or do they merely exist in the minds of these psychologically unstable individuals?

With Bug, William Friedkin re-establishes himself as a master of tone. From the very first shot of the film (a slow, aerial tracking shot of a hotel in the middle of nowhere), we the audience are well aware that this is the kind of place that one can't simply check out and walk away from. There's no where to go. This sense of isolation immediately brings to the forefront an ominous sense of claustrophobia. Then Friedkin introduces us to his two leads and allows them to build an odd rapport through chatty dialogue and a deliberate, methodical pace.

The screenplay by Tracy Letts (based on his play), feels like it was written for the stage and it would have been nice to see the film break free of those constraints – just a little. Still, Friedkin is able to take the material in CREATIVE cinematic directions. His enormous trust in the cast and masterful use of sound make Bug much more than a stage play on film.

Ashley Judd is very appealing here, and while some will dismiss her as mere trailer trash (as did so many with Christina Ricci's Rae in the criminally underrated Black Snake Moan), look deeper, and you'll see much more under the surface. Agnes has been beaten down by life and it's easy to see why such a woman would succomb to Peter's apparent world of dementia. Michael Shannon is sensational as the odd simpleton Peter. He sort of fuses the creepy, unbalanced nature of Tom Berenger in Platoon, with the sweet, misunderstood childlike ways of Billy Bob Thornton in Sling Blade. Judd and Shannon together prove to have an unusual but perfectly fitting chemistry and both are uninhibited to say the least. While these actors do play some of the proceedings in an over the top fashion, it works because of the overall tone of the piece. As the film progresses, the actions of these characters become more and more inexplicable - culminating in a nauseating, unexpected conclusion.

Bug is not a movie for the masses. It's extremely talkie (much like last year's outstanding Hard Candy) and the love story strangely beautiful (reminding me a bit of the weird goings on in David Cronenberg's Crash). The screening I attended saw multiple walkouts, and that comes as absolutely no surprise to me. Lionsgate is marketing the film as a scary movie, and that's not really what Bug is. On the other hand, after watching it, I'm not entirely sure that a suitable marketing strategy for Bug exists.

Bug is weird and offbeat, but I had a fun time watching it because I was never quite sure where it was headed. Friedkin smartly directs the film with a slow build technique, and by the end, the tension is undeniable.